Exhibit 10.1

                                      PRIVILEGED AND CONFIDENTIAL

                          July 15, 1998

__________________
__________________
__________________

Dear _____________:

     TECO  Energy, Inc. (the "Company") considers it essential to
the  best  interests of its stockholders to foster the continuous
employment  of key management personnel.  In this connection, the
Board  of Directors of the Company (the "Board") recognizes that,
as  is  the  case  with  many  publicly  held  corporations,  the
possibility  of  a  change  in  control  may  exist and that such
possibility, and the uncertainty and questions which it may raise
among  management,  may result in the departure or distraction of
key  management personnel to the detriment of the Company and its
stockholders.

     The  Board  has  determined that appropriate steps should be
taken  to  reinforce  and  encourage  the continued attention and
dedication  of  members  of  the  Company's management, including
yourself,  to  their  assigned  duties without distraction in the
face  of  potentially  disturbing  circumstances arising from the
possibility of a change in control of the Company.

     In  order  to  induce  you  to  remain  in the employ of the
Company  and  in  consideration  of  your  agreement set forth in
Subsection  2(iii)  hereof,  the  Company  agrees  that you shall
receive the severance benefits set forth in this letter agreement
(the  "Agreement")  in the event your employment with the Company
is  terminated subsequent to a "change in control of the Company"
(as  defined  in  Section  2(i)  hereof)  (or  is  deemed  to  be
terminated  subsequent  to  a change in control of the Company in
accordance  with  the  second sentence of Section 3 hereof) under
the  circumstances  described  below.   This Agreement amends and
restates  the  letter  agreement dated March 20, 1996 between you
and the Company.
     
     1.   Term  of  Agreement.    Subject  to  the  provisions of
Section  13  hereof,  this  Agreement  shall commence on the date
hereof  and  shall  continue  in  effect  through  June 30, 2000;
provided,  however, that commencing on July 1, 1999 and each July
1  thereafter,  the term of this Agreement shall automatically be
extended  for one additional year unless, not later than March 31
of  such  year,  the Company shall have given notice that it does
not  wish  to extend this Agreement (provided that no such notice
may be given during the pendency of or within two years following
a  potential  change  in  control  of  the Company, as defined in
Section  2(ii) hereof); provided, further, if a change in control
of  the  Company  shall  have  occurred  during  the  original or
extended term of this Agreement, this Agreement shall continue in
effect for a period of thirty-six (36) months beyond the month in
which such change in control occurred. 

                                21<PAGE>






     2.   Change  in  Control;  Potential Change in Control.  (i)
Except as provided in the second sentence of Section 3 hereof, no
benefits  shall be payable hereunder unless there shall have been
a  change  in  control  of  the Company, as set forth below.  For
purposes  of this Agreement, a "change in control of the Company"
shall mean a change in control of a nature that would be required
to  be  reported  in  response  to  Item  6(e) of Schedule 14A of
Regulation  14A  promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), whether or not the Company
is  in fact required to comply therewith; provided, that, without
limitation,  such  a  change  in  control shall be deemed to have
occurred if:

          (A)  any  "person"  (as  such  term is used in Sections
     13(d)  and  14(d)  of  the  Exchange  Act),  other  than the
     Company,  any  trustee or other fiduciary holding securities
     under   an  employee  benefit  plan  of  the  Company  or  a
     c o r p o ration  owned,  directly  or  indirectly,  by  the
     stockholders  of  the  Company  in  substantially  the  same
     proportions as their ownership of stock of the Company is or
     becomes  the  "beneficial  owner"  (as defined in Rule 13d-3
     u n der  the  Exchange  Act),  directly  or  indirectly,  of
     securities  of  the  Company representing 30% or more of the
     combined  voting  power  of  the  Company's then outstanding
     securities;

          (B)  during  any period of twenty-four (24) consecutive
     months  (not  including any period prior to the date of this
     Agreement),  individuals who at the beginning of such period
     constitute  the  Board  and  any  new director (other than a
     director  designated  by  a  person  who has entered into an
     agreement with the Company to effect a transaction described
     in  paragraphs  (A),  (C) or (D) of this Section 2(i)) whose
     election  by  the  Board  or  nomination for election by the
     stockholders  of  the  Company  was approved by a vote of at
     least two-thirds (2/3) of the directors then still in office
     who either were directors at the beginning of such period or
     whose  election or nomination for election was previously so
     approved,  cease  for  any  reason  to constitute a majority
     thereof; or

          (C)  there  is consummated a merger or consolidation of
     the  Company  or  any  direct  or indirect subsidiary of the
     Company  with any other corporation, other than (i) a merger
     or  consolidation  resulting in the voting securities of the
     Company  outstanding immediately prior thereto continuing to
     represent  (either  by  remaining  outstanding  or  by being
     converted into voting securities of the surviving entity) at
     least  65%  of the combined voting securities of the Company
     or  such  surviving entity or any parent thereof outstanding
     immediately  after  such  merger  or consolidation or (ii) a
     merger    or   consolidation   effected   to   implement   a
     recapitalization  of the Company (or similar transaction) in
     which  no  "person" (as hereinabove defined) acquires 30% or

                                22<PAGE>






     more  of  the  combined  voting  power of the Company's then
     outstanding securities; or

          (D)  the  stockholders of the Company approve a plan of
     complete  liquidation of the Company or there is consummated
     t h e   sale  or  disposition  by  the  Company  of  all  or
     substantially all of the Company's assets.

          (ii) For  purposes  of  this  Agreement,  a  "potential
change  in  control  of  the  Company"  shall  be  deemed to have
occurred if:

          (A)  t h e   Company  enters  into  an  agreement,  the
     consummation  of  which  would result in the occurrence of a
     change in control of the Company;

          (B)  any person (as hereinabove defined), including the
     Company, publicly announces an intention to take or consider
     taking  actions  which  if  consummated  would  constitute a
     change in control of the Company;

          (C)  any  person  (as  hereinabove defined), other than
     t h e  Company,  any  trustee  or  other  fiduciary  holding
     securities  under an employee benefit plan of the Company or
     a    corporation  owned,  directly  or  indirectly,  by  the
     stockholders  of  the  Company  in  substantially  the  same
     proportions  as  their ownership of stock of the Company (a)
     is  or  becomes the beneficial owner, (b) discloses directly
     or indirectly to the Company or publicly a plan or intention
     to  become the beneficial owner, or (c) makes a filing under
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended, with respect to securities to become the beneficial
     owner,  directly  or  indirectly, of securities representing
     9.9% or more of the combined voting power of the outstanding
     voting securities of the Company; or

          (D)  the  Board adopts a resolution to the effect that,
     for  purposes  of  this  Agreement,  a  potential  change in
     control of the Company has occurred.

          (iii)    You  agree  that,  subject  to  the  terms and
conditions  of this Agreement, in the event of a potential change
in  control  of the Company, you will remain in the employ of the
Company  until  the  earliest of (a) a date which is one (1) year
from  the  occurrence  of such potential change in control of the
Company,  (b) the termination by you of your employment after you
attain  "normal  retirement age" under the provisions of the TECO
Energy  Group  Retirement  Plan  or  any  successor  thereto (the
"Retirement  Plan")  or  by  reason  of  Disability as defined in
Section  3(i),  or  (c) the date of the occurrence of a change in
control of the Company.

     3.   Termination  Following  Change in Control.  If (i) your
employment  is  terminated  following  a change in control of the

                                23<PAGE>






Company  and  during  the  term  of this Agreement (as determined
under Section 1 hereof), other than (A) by the Company for Cause,
(B)  by reason of death or Disability, or (C) by you without Good
Reason, or (ii) you voluntarily terminate your employment for any
reason  during  the  one-month  period  commencing  on  the first
anniversary  of  the  change  in control of the Company, then, in
either  such  case,  the  Company  shall pay you the amounts, and
provide  you  the  benefits,  described in Section 4(iii) hereof.
For  purposes  of this Agreement, your employment shall be deemed
to  have  been  terminated  following  a change in control of the
Company  by the Company without Cause or by you with Good Reason,
if (i) your employment is terminated by the Company without Cause
prior  to a change in control of the Company (whether or not such
a  change in control ever occurs) and such termination was at the
request  or  direction of a "person" (as hereinabove defined) who
has  entered  into an agreement with the Company the consummation
of  which  would  constitute  a change in control of the Company,
(ii)  you  terminate  your  employment for Good Reason prior to a
change in control of the Company (whether or not such a change in
control   ever  occurs)  and  the  circumstance  or  event  which
constitutes  Good  Reason  occurs  at the request or direction of
such  person,  or  (iii)  your  employment  is  terminated by the
Company  without  Cause  or  by  you  for  Good  Reason  and such
termination  or  the circumstance or event which constitutes Good
Reason  is  otherwise  in connection with or in anticipation of a
change in control of the Company (whether or not such a change in
control ever occurs).

          (i)  Disability.    If,  as a result of your incapacity
due  to  physical  or  mental illness, you shall have been absent
from  the  full-time  performance of your duties with the Company
for six (6) consecutive months, and within thirty (30) days after
written  notice  of  termination  is  given  you  shall  not have
returned  to  the  full-time  performance  of  your  duties, your
employment may be terminated for "Disability".

          (ii) Cause.     Termination  by  the  Company  of  your
employment  for  "Cause"  shall  mean  termination  upon  (A) the
willful  and  continued  failure  by you to substantially perform
your  duties  with  the  Company  (other  than  any  such failure
resulting  from your incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a
Notice  of  Termination  by  you  for  Good Reason, as defined in
Subsections  3(iv)  and  3(iii),  respectively)  after  a written
demand  for  substantial  performance  is delivered to you by the
Board,  which  demand specifically identifies the manner in which
the Board believes that you have not substantially performed your
duties,  or  (B)  the willful engaging by you in conduct which is
demonstrably  and materially injurious to the Company, monetarily
or  otherwise.    For  purposes  of  this  Subsection, no act, or
failure  to  act,  on  your part shall be deemed "willful" unless
done, or omitted to be done, by you not in good faith and without
reasonable  belief  that  your action or omission was in the best
interest  of  the  Company.    Notwithstanding the foregoing, you

                                24<PAGE>






shall  not be deemed to have been terminated for Cause unless and
until  there  shall  have  been  delivered  to  you  a  copy of a
resolution  duly adopted by the affirmative vote of not less than
three-quarters  (3/4)  of the entire membership of the Board at a
meeting  of  the  Board  called  and held for such purpose (after
reasonable  notice  to  you  and an opportunity for you, together
with your counsel, to be heard before the Board), finding that in
the  good  faith  opinion of the Board you were guilty of conduct
set forth above in this Subsection and specifying the particulars
thereof in detail.

          (iii)    Good Reason.  "Good Reason" for termination by
you  of  your  employment shall mean the occurrence (without your
express  written  consent)  after  any  change  in control of the
Company, or prior to a change in control of the Company under the
circumstances  described  in  the  second  sentence  of Section 3
hereof  (treating  all  references  in paragraphs (A) through (H)
below  to a "change in control of the Company" as references to a
"potential  change in control of the Company"), of any one of the
following acts by the Company, or failures by the Company to act:
                         
          (A)  the  assignment  to you of any duties inconsistent
     (except  in  the nature of a promotion) with the position in
     the Company that you held immediately prior to the change in
     control  of  the Company or a substantial adverse alteration
     in the nature or status of your position or responsibilities
     or  the  conditions  of your employment from those in effect
     immediately prior to the change in control of the Company;

          (B)  a  reduction  by  the  Company in your annual base
     salary as in effect on the date hereof or as the same may be
     increased from time to time;

          (C)  the  Company's requiring you to be based more than
     twenty-five  (25)  miles from the Company's offices at which
     you  were principally employed immediately prior to the date
     of  the change in control of the Company except for required
     travel  on the Company's business to an extent substantially
     consistent with your present business travel obligations;

          (D)  the  failure  by  the  Company  to  pay to you any
     portion  of  your current compensation or compensation under
     any  deferred  compensation  program  of the Company, within
     seven (7) days of the date such compensation is due;

          (E)  the  failure  by the Company to continue in effect
     any  material  compensation  or  benefit  plan  in which you
     participate  immediately  prior  to the change in control of
     the  Company unless an equitable arrangement (embodied in an
     ongoing  substitute  or alternative plan) has been made with
     respect  to  such  plan,  or  the  failure by the Company to
     continue  your  participation therein (or in such substitute
     or   alternative  plan)  on  a  basis  not  materially  less
     favorable,  both in terms of the amount of benefits provided

                                25<PAGE>






     and  the  level  of  your  participation  relative  to other
     participants,  than  existed  at  the  time of the change in
     control;

          (F)  the  failure by the Company to continue to provide
     you  with benefits substantially similar to those enjoyed by
     you  under  any  of  the  Company's pension, life insurance,
     medical,  health  and accident, or disability plans in which
     you  were participating at the time of the change in control
     of  the  Company,  the  taking  of any action by the Company
     which  would directly or indirectly materially reduce any of
     such  benefits or deprive you of any material fringe benefit
     enjoyed  by  you at the time of the change in control of the
     Company,  or  the failure by the Company to provide you with
     the  number  of paid vacation days to which you are entitled
     on  the  basis  of your years of service with the Company in
     accordance  with  the  Company's  normal  vacation policy in
     effect at the time of the change in control of the Company;

          (G)  t h e    f ailure  of  the  Company  to  obtain  a
     satisfactory  agreement  from  any  successor  to assume and
     agree  to perform this Agreement, as contemplated in Section
     6 hereof; or

          (H)  any purported termination of your employment which
     is   not  effected  pursuant  to  a  Notice  of  Termination
     satisfying  the  requirements of Subsection (iv) below (and,
     if  applicable,  the requirements of Subsection (ii) above),
     which  purported  termination  shall  not  be  effective for
     purposes of this Agreement.

Your   right  to  terminate  your  employment  pursuant  to  this
Subsection  shall  not  be  affected  by  your  incapacity due to
physical  or mental illness.  Your continued employment shall not
constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason hereunder.

          (iv) Notice  of Termination.  Any purported termination
of your employment by the Company or by you shall be communicated
by  written  Notice  of  Termination to the other party hereto in
accordance   with  Section  7  hereof.    For  purposes  of  this
Agreement,  a  "Notice  of Termination" shall mean a notice which
shall   indicate  the  specific  termination  provision  in  this
Agreement  relied  upon  and shall set forth in reasonable detail
the  facts  and  circumstances  claimed  to  provide  a basis for
termination of your employment under the provision so indicated.

          (v)  Date  of  Termination, Etc.  "Date of Termination"
shall  mean  (A) if your employment is terminated for Disability,
thirty  (30)  days after Notice of Termination is given (provided
that  you shall not have returned to the full-time performance of
your  duties during such thirty (30) day period), and (B) if your
employment  is  terminated  pursuant  to Subsection (ii) or (iii)
above  or  for any other reason (other than Disability), the date

                                26<PAGE>






specified  in  the Notice of Termination (which, in the case of a
termination  pursuant  to Subsection (ii) above shall not be less
than  thirty (30) days, and in the case of a termination pursuant
to Subsection (iii) above shall not be less than fifteen (15) nor
more  than  sixty  (60)  days,  respectively,  from the date such
Notice  of Termination is given); provided that if within fifteen
(15) days after any Notice of Termination is given, or, if later,
prior to the Date of Termination (as determined without regard to
this  proviso),  the  party  receiving such Notice of Termination
notifies  the  other  party  that a dispute exists concerning the
termination,  the  Date of Termination shall be the date on which
the  dispute  is  finally  determined,  either  by mutual written
agreement  of  the parties or by a binding arbitration award; and
provided  further  that the Date of Termination shall be extended
by a notice of dispute only if such notice is given in good faith
and  the  party giving such notice pursues the resolution of such
dispute  with reasonable diligence.  Notwithstanding the pendency
of  any  such  dispute, the Company will continue to pay you your
full  compensation  in  effect when the notice giving rise to the
dispute  was  given  (including, but not limited to, base salary)
and  continue  you  as a participant in all compensation, benefit
and  insurance  plans  in  which  you were participating when the
notice giving rise to the dispute was given, until the dispute is
finally  resolved  in  accordance  with this Subsection.  Amounts
paid  under  this Subsection are in addition to all other amounts
due  under  this  Agreement  and  shall  not be offset against or
reduce any other amounts due under this Agreement.

     4.   Compensation  Upon  Termination  or  During Disability.
Following  a  change  in  control  of  the Company, as defined by
Subsection  2(i),  or prior to a change in control of the Company
under  the  circumstances  described  in  the  second sentence of
Section 3 hereof, upon termination of your employment or during a
period  of  disability  you  shall  be  entitled to the following
benefits:

          (i)  During  any  period  that you fail to perform your
full-time  duties  with the Company as a result of incapacity due
to physical or mental illness, you shall continue to receive your
base salary at the rate in effect at the commencement of any such
period,  together  with all compensation payable to you under the
Company's disability plan or program or other similar plan during
such  period,  until  this  Agreement  is  terminated pursuant to
Section 3(i) hereof.  Thereafter, or in the event your employment
shall  be terminated by reason of your death, your benefits shall
be determined under the Company's retirement, insurance and other
compensation programs then in effect in accordance with the terms
of such programs.

          (ii) If  your  employment  shall  be  terminated by the
Company  for  Cause  or  by  you  other than for Good Reason, the
Company  shall  pay you your full base salary through the Date of
Termination  at  the  rate  in  effect  at  the  time  Notice  of
Termination  is  given,  plus  all other amounts to which you are

                                27<PAGE>






entitled  under  any compensation plan of the Company at the time
such  payments  are  due,  and  the Company shall have no further
obligations to you under this Agreement.

          (iii)   If your employment by the Company terminates in
a manner entitling you to benefits under this Section pursuant to
Section  3  hereof,  then  you  shall be entitled to the benefits
provided below:

          (A)  the  Company  shall  pay you your full base salary
     through the Date of Termination at the rate in effect at the
     time  Notice of Termination is given, plus all other amounts
     to which you are entitled under any compensation plan of the
     Company,  at  the  time  such  payments  are  due, except as
     otherwise provided below;

          (B)  in  lieu of any further salary payments to you for
     periods  subsequent  to the Date of Termination, the Company
     shall  pay  as  severance  pay  to  you a lump sum severance
     payment  (together  with the payments provided in paragraphs
     (D),  (E)  and (F) below, the "Severance Payments") equal to
     three  (3)  times  the  sum  of  (1) the greater of (a) your
     annual  rate  of  base  salary  in  effect  on  the  Date of
     Termination or (b) your annual rate of base salary in effect
     immediately  prior  to  the change in control of the Company
     and  (2)  the  greatest  of  (a) the average of the last two
     annual  bonuses  (annualized  in  the case of any bonus paid
     with  respect  to  a partial year) paid to you preceding the
     Date  of Termination, (b) the average of the last two annual
     bonuses  (annualized  in  the  case  of  any bonus paid with
     respect to a partial year) paid to you preceding such change
     in  control, (c) the most recent annual bonus (annualized in
     the  case  of any bonus paid with respect to a partial year)
     paid  to  you  preceding the Date of Termination, or (d) the
     most  recent  annual  bonus  (annualized  in the case of any
     bonus  paid  with  respect  to  a  partial year) paid to you
     preceding such change in control;

          (C)  the Company shall also pay to you, within five (5)
     days after any such fees or expenses are incurred, all legal
     fees  and  expenses  incurred  by  you  as a result of or in
     connection  with  such  termination, including all such fees
     and  expenses,  if  any, incurred in contesting or disputing
     any  such termination or in seeking to obtain or enforce any
     right  or benefit provided by this Agreement (other than any
     such  fees  or expenses incurred in connection with any such
     claim which is determined by arbitration, in accordance with
     Section  11  of  this  Agreement,  to  be  frivolous)  or in
     connection  with  any  tax audit or proceeding to the extent
     attributable  to the application of section 4999 of the Code
     to any payment or benefit provided hereunder;

          (D)  for  a  thirty-six  (36)  month  period after such
     termination,  the  Company shall arrange to provide you with

                                28<PAGE>






     life,  disability,  accident  and  health insurance benefits
     substantially  similar  to  those  which  you  are receiving
     immediately  prior  to  the Notice of Termination.  Benefits
     otherwise  receivable  by  you  pursuant  to this Subsection
     4(iii)(D) shall be reduced to the extent comparable benefits
     are  actually  received  by  you  from a subsequent employer
     during  the  thirty-six  (36)  month  period  following your
     termination,  and any such benefits actually received by you
     shall be reported to the Company;

          (E)  in  addition  to  the retirement benefits to which
     you are entitled under the Retirement Plan, any supplemental
     retirement  or excess benefit plan maintained by the Company
     or  any  of  its subsidiaries or any successor plans thereto
     (hereinafter   collectively  referred  to  as  the  "Pension
     Plans"),  the Company shall pay you in cash a lump sum equal
     to  the  excess  of  (a)  the  actuarial  equivalent  of the
     retirement pension (taking into account any early retirement
     subsidies  associated therewith and determined as a straight
     life  annuity  commencing  at  age  sixty-five  (65)  or any
     earlier  date,  but  in  no  event  earlier  than  the third
     anniversary  of  the  Date of Termination, whichever annuity
     the  actuarial  equivalent  of  which is greatest) which you
     would  have  accrued  under  the  terms of the Pension Plans
     (without  regard  to  the  limitations  imposed  by  Section
     401(a)(17)  of the Internal Revenue Code of 1986, as amended
     (the  "Code"),  or  any  amendment to the Pension Plans made
     subsequent  to  a change in control of the Company and on or
     prior  to the Date of Termination, which amendment adversely
     affects in any manner the computation of retirement benefits
     t h ereunder),  determined  as  if  you  were  fully  vested
     thereunder  and  had continued to be employed by the Company
     ( a fter  the  Date  of  Termination)  for  thirty-six  (36)
     additional  months  and as if you had accumulated thirty-six
     (36)  additional  months  of  compensation  (for purposes of
     determining  your  pension  benefits thereunder), each in an
     amount  equal  to  the  sum  of the amounts determined under
     clauses (1) and (2) of Section 4(iii)(B) hereof over (b) the
     actuarial   equivalent  of  the  vested  retirement  pension
     ( t a king  into  account  any  early  retirement  subsidies
     associated  therewith  and  determined  as  a  straight life
     annuity  commencing  at  age  sixty-five (65) or any earlier
     date,  but in no event earlier than the Date of Termination,
     whichever  annuity  the  actuarial  equivalent  of  which is
     greatest)  which  you  had  then  accrued  pursuant  to  the
     provisions  of  the  Pension  Plans.    For purposes of this
     Subsection, "actuarial equivalent" shall be determined using
     the  same  actuarial assumptions utilized in determining the
     amount  of  alternate forms of benefits under the Retirement
     Plan  immediately  prior  to  the  change  in control of the
     Company; and

          (F)  should  you move your residence in order to pursue
     other business opportunities within one (1) year of the Date

                                29<PAGE>






     of  Termination,  the  Company will pay you, within five (5)
     days  after  any such expenses are incurred, an amount equal
     to  the  expenses  incurred  by  you in connection with such
     relocation (including expenses incurred in selling your home
     to  the  extent such expenses were customarily reimbursed by
     the Company to transferred executives prior to the change in
     control  of  the  Company)  and  which are not reimbursed by
     another employer.

          (iv) Except   as  otherwise  specifically  provided  in
paragraph  (C)  and  (F)  thereof,  the  payments provided for in
Subsection  (iii)  shall  be  made  not  later than the fifth day
following the Date of Termination; provided, however, that if the
amounts  of  such  payments  cannot  be  finally determined on or
before  such  day,  the  Company  shall pay to you on such day an
estimate,  as  determined  in  good  faith by the Company, of the
minimum  amount  of  such payments and shall pay the remainder of
such  payments  (together  with  interest at the rate provided in
section  1274(b)(2)(B) of the Code) as soon as the amount thereof
can  be  determined  but in no event later than the thirtieth day
after  the  Date of Termination.  In the event that the amount of
the estimated payments exceeds the amount subsequently determined
to  have  been  due,  such  excess shall constitute a loan by the
Company  to you payable on the fifth day after demand therefor by
the  Company  (together  with  interest  at  the rate provided in
section 1274(b)(2)(B) of the Code).

          (v)    You shall not be required to mitigate the amount
of any payment provided for in this Section 4 or Section 5 hereof
by   seeking  other  employment  or  otherwise,  nor,  except  as
specifically  provided in Sections 4(iii)(D) and (F) above, shall
the amount of any payment or benefit provided for in this Section
4  or  Section  5 hereof be reduced by any compensation earned by
you   as  the  result  of  employment  by  another  employer,  by
retirement  benefits,  by offset against any amount claimed to be
owed by you to the Company, or otherwise.

     5.   Certain Additional Payments by the Company.

     (i)  Whether  or  not  you become entitled to payments under
this Agreement, if any of the payments or benefits received or to
be  received by you in connection with a change in control of the
Company  or  the termination of your employment (whether pursuant
to  the terms of this Agreement or any other plan, arrangement or
agreement  with the Company, any person whose actions result in a
change  in  control  of the Company or any person affiliated with
the Company or such person) (such payments or benefits, including
the  Severance Payments but excluding the Gross-Up Payment, being
hereinafter  referred to as the "Total Payments") will be subject
to  the  excise  tax  imposed  by section 4999 of the Code or any
interest  or  penalties  are incurred by you with respect to such
excise  tax (such excise tax, together with any such interest and
penalties,  being  hereinafter  referred to as the "Excise Tax"),
the  Company shall pay to you an additional amount (the "Gross-Up

                                30<PAGE>






Payment")  such that the net amount retained by you, after paying
any  Excise  Tax on the Total Payments and any federal, state and
local  income and employment taxes and Excise Tax on the Gross-Up
Payment, shall be equal to the Total Payments.

     (ii) For  purposes  of  determining whether any of the Total
Payments will be subject to the Excise Tax and the amount of such
Excise  Tax,  (A)  all  of the Total Payments shall be treated as
"parachute payments" (within the meaning of section 280G(b)(2) of
the  Code)  unless, in the opinion of tax counsel ("Tax Counsel")
acceptable  to you and selected by the accounting firm which was,
immediately  prior  to  the change in control of the Company, the
Company's  independent  auditor (the "Auditor"), such payments or
benefits  (in  whole  or  in  part)  do  not constitute parachute
payments,  including  by  reason  of section 280G(b)(4)(A) of the
Code,  (B) all "excess parachute payments" (within the meaning of
section  280G(b)(1)  of  the Code) shall be treated as subject to
the Excise Tax unless, in the opinion of Tax Counsel, such excess
parachute  payments  (in  whole  or in part) represent reasonable
compensation  for  services actually rendered (within the meaning
of  section  280G(b)(4)(B)  of  the  Code) in excess of the "base
amount"  (within  the  meaning of section 280G(b)(3) of the Code)
allocable  to  such reasonable compensation, or are otherwise not
subject  to  the  Excise  Tax,  and  (C) the value of any noncash
benefits  or  any deferred payment or benefit shall be determined
b y    t h e   Auditor  in  accordance  with  the  principles  of
sections  280G(d)(3)  and  (4)  of  the  Code.    For purposes of
determining  the  amount  of  the  Gross-Up Payment, you shall be
deemed  to pay federal income tax at the highest marginal rate of
federal  income taxation in the calendar year in which the Gross-
Up  Payment is to be made and state and local income taxes at the
highest  marginal  rate  of taxation in the state and locality of
your  residence  on  the  Date of Termination, net of the maximum
reduction  in  federal  income taxes which could be obtained from
deduction of such state and local taxes.

     (iii)     In  the  event that the Excise Tax is subsequently
determined  to  be  less  than  the  amount  taken  into  account
hereunder  at the time of the termination of your employment, you
shall  repay  to the Company, at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the
Gross-Up  Payment  attributable  to  such  reduction  (plus  that
portion  of  the  Gross-Up Payment attributable to the Excise Tax
and  federal, state and local income and employment taxes imposed
on  the  Gross-Up  Payment being repaid by you to the extent that
such  repayment  results  in  a  reduction in Excise Tax and/or a
federal,  state or local income or employment tax deduction) plus
interest  on  the  amount  of  such repayment at 120% of the rate
provided in section 1274(b)(2)(B) of the Code.  In the event that
the  Excise  Tax  is  determined  to exceed the amount taken into
account  hereunder  at  the  time  of  the  termination  of  your
employment  (including  by reason of any payment the existence or
amount  of which cannot be determined at the time of the Gross-Up
Payment),  the  Company shall make an additional Gross-Up Payment

                                31<PAGE>






in  respect  of  such  excess  (plus  any  interest, penalties or
additions payable by you with respect to such excess) at the time
that  the  amount  of such excess is finally determined.  You and
the  Company  shall  each  reasonably cooperate with the other in
connection   with  any  administrative  or  judicial  proceedings
concerning  the  existence  or amount of liability for Excise Tax
with respect to the Total Payments.

     6.   Successors;  Binding  Agreement.  (i)  The Company will
require  any  successor (whether direct or indirect, by purchase,
merger,  consolidation  or otherwise) to all or substantially all
of  the business and/or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the
same  extent  that the Company would be required to perform it if
no  such  succession  had taken place.  Failure of the Company to
obtain  such  assumption and agreement prior to the effectiveness
of  any  such  succession shall be a breach of this Agreement and
shall  entitle  you  to compensation from the Company in the same
amount  and  on  the  same  terms  as  you  would  be entitled to
hereunder  if  you  terminate  your  employment  for  Good Reason
following  a  change  in  control of the Company, except that for
purposes  of  implementing  the  foregoing, the date on which any
such  succession  becomes  effective  shall be deemed the Date of
Termination.  As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business
and/or  assets  as  aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.

          (ii)   This Agreement shall inure to the benefit of and
be   enforceable  by  your  personal  or  legal  representatives,
e x ecutors,  administrators,  successors,  heirs,  distributees,
devisees  and legatees.  If you should die while any amount would
still  be  payable to you hereunder if you had continued to live,
all such amounts, unless otherwise provided herein, shall be paid
in  accordance  with the terms of this Agreement to your devisee,
legatee  or  other  designee or, if there is no such designee, to
your estate.

     7.   Notice.  For the purpose of this Agreement, notices and
all  other  communications provided for in the Agreement shall be
in  writing  and  shall  be  deemed  to have been duly given when
delivered  or  mailed  by  United  States registered mail, return
receipt  requested,  postage prepaid, addressed to the respective
addresses set forth on the first page of this Agreement, provided
that  all  notices  to  the  Company  shall  be  directed  to the
attention  of  the  Board  with  a  copy  to the Secretary of the
Company,  or  to  such  other  address  as  either party may have
furnished  to the other in writing in accordance herewith, except
that  notices  of  change of address shall be effective only upon
receipt.

     8.   Miscellaneous.    No provision of this Agreement may be
modified,  waived  or discharged unless such waiver, modification
or  discharge  is agreed to in writing and signed by you and such

                                32<PAGE>






officer  as  may  be  specifically  designated  by the Board.  No
waiver  by  either  party hereto at any time of any breach by the
other  party  hereto  of,  or  compliance  with, any condition or
provision  of  this Agreement to be performed by such other party
shall  be  deemed a waiver of similar or dissimilar provisions or
conditions  at  the  same or at any prior or subsequent time.  No
agreements  or  representations,  oral  or  otherwise, express or
implied, with respect to the subject matter hereof have been made
by  either  party  which  are  not  expressly  set  forth in this
Agreement.     The  validity,  interpretation,  construction  and
performance  of  this  Agreement shall be governed by the laws of
the  State  of Florida, without giving effect to the conflicts of
law  principles  thereof.    All  references  to  sections of the
Exchange  Act  or  the  Code shall be deemed also to refer to any
successor provisions to such sections.  Any payments provided for
hereunder  shall  be  paid  net  of  any  applicable  withholding
required  under  federal, state or local law.  The obligations of
the  Company  under Sections 4 and 5 shall survive the expiration
of the term of this Agreement.

     9.   Validity.    The  invalidity or unenforceability or any
provision  of  this  Agreement  shall  not affect the validity or
enforceability  of  any  other provision of this Agreement, which
shall remain in full force and effect.

     10.  Counterparts.    This  Agreement  may  be  executed  in
several  counterparts,  each  of  which  shall be deemed to be an
original  but  all  of which together will constitute one and the
same instrument.

     11.  Arbitration.   Any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively
by  arbitration  conducted before a panel of three arbitrators in
the State of Florida in accordance with the rules of the American
Arbitration  Association then in effect.  Judgment may be entered
on  the  arbitrator's  award  in  any  court having jurisdiction;
provided,  however,  that  you shall be entitled to seek specific
performance   of  your  right  to  be  paid  until  the  Date  of
Termination  during  the  pendency  of any dispute or controversy
arising under or in connection with this Agreement.

     12.  Entire Agreement.  This Agreement sets forth the entire
agreement  of the parties hereto in respect of the subject matter
contained  herein and during the term of the Agreement supersedes
the  provisions  of  all  prior  agreements, promises, covenants,
arrangements,   communications,  representations  or  warranties,
w h e t h er  oral  or  written,  by  any  officer,  employee  or
representative  of  any  party hereto with respect to the subject
matter hereof.

     13.  Effective  Date;  Pooling.  This Agreement shall become
effective  as of the date set forth above.  In the event that the
Company  is  party  to an agreement with respect to a transaction
that is intended to qualify for "pooling of interests" accounting

                                33<PAGE>






t r eatment,  then  (A)  this  Agreement  shall,  to  the  extent
practicable,  be  interpreted  so  as  to  permit such accounting
treatment,  and  (B) to the extent that the application of clause
(A) of this Section 13 does not preserve the availability of such
accounting  treatment, then the Company shall have the unilateral
right  to  amend this Agreement to the extent necessary to enable
the  Company  s  accountants  to  issue  a "pooling" opinion with
respect  to  such  transaction,  and  any such amendment shall be
effective as of the date hereof. 














































                                34<PAGE>


     If  this  letter  sets  forth  our  agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed
copy  of  this letter which will then constitute our agreement on
this subject.

                              Sincerely,
                              TECO Energy, Inc.

                                                            
                              By______________________________
                              Name:      Girard F. Anderson
                              Title:     CEO  and Chairman of the
                                         Board

Agreed to this _______ day
of __________________,  1998.


______________________________








































                                35<PAGE>



                                      PRIVILEGED AND CONFIDENTIAL



                          July 15, 1998


__________________
__________________
__________________

Dear _____________:

     TECO  Energy, Inc. (the "Company") considers it essential to
the  best  interests of its stockholders to foster the continuous
employment  of key management personnel.  In this connection, the
Board  of Directors of the Company (the "Board") recognizes that,
as  is  the  case  with  many  publicly  held  corporations,  the
possibility  of  a  change  in  control  may  exist and that such
possibility, and the uncertainty and questions which it may raise
among  management,  may result in the departure or distraction of
key  management personnel to the detriment of the Company and its
stockholders.

     The  Board  has  determined that appropriate steps should be
taken  to  reinforce  and  encourage  the continued attention and
dedication  of  members  of  the  Company's management, including
yourself,  to  their  assigned  duties without distraction in the
face  of  potentially  disturbing  circumstances arising from the
possibility of a change in control of the Company.

     In  order  to  induce  you  to  remain  in the employ of the
Company  and  in  consideration  of  your  agreement set forth in
Subsection  2(iii)  hereof,  the  Company  agrees  that you shall
receive the severance benefits set forth in this letter agreement
(the  "Agreement")  in the event your employment with the Company
is  terminated subsequent to a "change in control of the Company"
(as  defined  in  Section  2(i)  hereof)  (or  is  deemed  to  be
terminated  subsequent  to  a change in control of the Company in
accordance  with  the  second sentence of Section 3 hereof) under
the  circumstances  described  below.   This Agreement amends and
restates  the  letter  agreement dated March 20, 1996 between you
and the Company.
     
     14.  Term  of  Agreement.    Subject  to  the  provisions of
Section  13  hereof,  this  Agreement  shall commence on the date
hereof  and  shall  continue  in  effect  through  June 30, 2000;
provided,  however, that commencing on July 1, 1999 and each July
1  thereafter,  the term of this Agreement shall automatically be
extended  for one additional year unless, not later than March 31
of  such  year,  the Company shall have given notice that it does
not  wish  to extend this Agreement (provided that no such notice
may be given during the pendency of or within two years following
a  potential  change  in  control  of  the Company, as defined in
Section  2(ii) hereof); provided, further, if a change in control
of  the  Company  shall  have  occurred  during  the  original or
extended term of this Agreement, this Agreement shall continue in

                                36<PAGE>




effect  for  a period of twenty-four (24) months beyond the month
in which such change in control occurred. 

     15.  Change  in  Control;  Potential Change in Control.  (i)
Except as provided in the second sentence of Section 3 hereof, no
benefits  shall be payable hereunder unless there shall have been
a  change  in  control  of  the Company, as set forth below.  For
purposes  of this Agreement, a "change in control of the Company"
shall mean a change in control of a nature that would be required
to  be  reported  in  response  to  Item  6(e) of Schedule 14A of
Regulation  14A  promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), whether or not the Company
is  in fact required to comply therewith; provided, that, without
limitation,  such  a  change  in  control shall be deemed to have
occurred if:

          (A)  any  "person"  (as  such  term is used in Sections
     13(d)  and  14(d)  of  the  Exchange  Act),  other  than the
     Company,  any  trustee or other fiduciary holding securities
     under   an  employee  benefit  plan  of  the  Company  or  a
     c o r p o ration  owned,  directly  or  indirectly,  by  the
     stockholders  of  the  Company  in  substantially  the  same
     proportions as their ownership of stock of the Company is or
     becomes  the  "beneficial  owner"  (as defined in Rule 13d-3
     u n der  the  Exchange  Act),  directly  or  indirectly,  of
     securities  of  the  Company representing 30% or more of the
     combined  voting  power  of  the  Company's then outstanding
     securities;

          (B)  during  any period of twenty-four (24) consecutive
     months  (not  including any period prior to the date of this
     Agreement),  individuals who at the beginning of such period
     constitute  the  Board  and  any  new director (other than a
     director  designated  by  a  person  who has entered into an
     agreement with the Company to effect a transaction described
     in  paragraphs  (A),  (C) or (D) of this Section 2(i)) whose
     election  by  the  Board  or  nomination for election by the
     stockholders  of  the  Company  was approved by a vote of at
     least two-thirds (2/3) of the directors then still in office
     who either were directors at the beginning of such period or
     whose  election or nomination for election was previously so
     approved,  cease  for  any  reason  to constitute a majority
     thereof; or

          (C)  there  is consummated a merger or consolidation of
     the  Company  or  any  direct  or indirect subsidiary of the
     Company  with any other corporation, other than (i) a merger
     or  consolidation  resulting in the voting securities of the
     Company  outstanding immediately prior thereto continuing to
     represent  (either  by  remaining  outstanding  or  by being
     converted into voting securities of the surviving entity) at
     least  65%  of the combined voting securities of the Company
     or  such  surviving entity or any parent thereof outstanding
     immediately  after  such  merger  or consolidation or (ii) a
     merger    or   consolidation   effected   to   implement   a
     recapitalization  of the Company (or similar transaction) in

                                37<PAGE>




     which  no  "person" (as hereinabove defined) acquires 30% or
     more  of  the  combined  voting  power of the Company's then
     outstanding securities; or

          (D)  the  stockholders of the Company approve a plan of
     complete  liquidation of the Company or there is consummated
     t h e   sale  or  disposition  by  the  Company  of  all  or
     substantially all of the Company's assets.

          (ii) For  purposes  of  this  Agreement,  a  "potential
change  in  control  of  the  Company"  shall  be  deemed to have
occurred if:

          (A)  t h e   Company  enters  into  an  agreement,  the
     consummation  of  which  would result in the occurrence of a
     change in control of the Company;

          (B)  any person (as hereinabove defined), including the
     Company, publicly announces an intention to take or consider
     taking  actions  which  if  consummated  would  constitute a
     change in control of the Company;

          (C)  any  person  (as  hereinabove defined), other than
     t h e  Company,  any  trustee  or  other  fiduciary  holding
     securities  under an employee benefit plan of the Company or
     a    corporation  owned,  directly  or  indirectly,  by  the
     stockholders  of  the  Company  in  substantially  the  same
     proportions  as  their ownership of stock of the Company (a)
     is  or  becomes the beneficial owner, (b) discloses directly
     or indirectly to the Company or publicly a plan or intention
     to  become the beneficial owner, or (c) makes a filing under
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended, with respect to securities to become the beneficial
     owner,  directly  or  indirectly, of securities representing
     9.9% or more of the combined voting power of the outstanding
     voting securities of the Company; or

          (D)  the  Board adopts a resolution to the effect that,
     for  purposes  of  this  Agreement,  a  potential  change in
     control of the Company has occurred.

          (iii)    You  agree  that,  subject  to  the  terms and
conditions  of this Agreement, in the event of a potential change
in  control  of the Company, you will remain in the employ of the
Company  until  the  earliest of (a) a date which is one (1) year
from  the  occurrence  of such potential change in control of the
Company,  (b) the termination by you of your employment after you
attain  "normal  retirement age" under the provisions of the TECO
Energy  Group  Retirement  Plan  or  any  successor  thereto (the
"Retirement  Plan")  or  by  reason  of  Disability as defined in
Section  3(i),  or  (c) the date of the occurrence of a change in
control of the Company.

     16.  Termination  Following  Change  in  Control.    If your
employment  is  terminated  following  a change in control of the
Company  and  during  the  term  of this Agreement (as determined

                                38<PAGE>




under Section 1 hereof), other than (A) by the Company for Cause,
(B)  by reason of death or Disability, or (C) by you without Good
Reason,  then  the Company shall pay you the amounts, and provide
you  the  benefits,  described  in  Section  4(iii)  hereof.  For
purposes  of  this  Agreement, your employment shall be deemed to
have been terminated following a change in control of the Company
by  the  Company without Cause or by you with Good Reason, if (i)
your  employment is terminated by the Company without Cause prior
to  a  change  in  control  of the Company (whether or not such a
change  in  control  ever occurs) and such termination was at the
request  or  direction of a "person" (as hereinabove defined) who
has  entered  into an agreement with the Company the consummation
of  which  would  constitute  a change in control of the Company,
(ii)  you  terminate  your  employment for Good Reason prior to a
change in control of the Company (whether or not such a change in
control   ever  occurs)  and  the  circumstance  or  event  which
constitutes  Good  Reason  occurs  at the request or direction of
such  person,  or  (iii)  your  employment  is  terminated by the
Company  without  Cause  or  by  you  for  Good  Reason  and such
termination  or  the circumstance or event which constitutes Good
Reason  is  otherwise  in connection with or in anticipation of a
change in control of the Company (whether or not such a change in
control ever occurs).

          (i)  Disability.    If,  as a result of your incapacity
due  to  physical  or  mental illness, you shall have been absent
from  the  full-time  performance of your duties with the Company
for six (6) consecutive months, and within thirty (30) days after
written  notice  of  termination  is  given  you  shall  not have
returned  to  the  full-time  performance  of  your  duties, your
employment may be terminated for "Disability".

          (ii) Cause.     Termination  by  the  Company  of  your
employment  for  "Cause"  shall  mean  termination  upon  (A) the
willful  and  continued  failure  by you to substantially perform
your  duties  with  the  Company  (other  than  any  such failure
resulting  from your incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a
Notice  of  Termination  by  you  for  Good Reason, as defined in
Subsections  3(iv)  and  3(iii),  respectively)  after  a written
demand  for  substantial  performance  is delivered to you by the
Board,  which  demand specifically identifies the manner in which
the Board believes that you have not substantially performed your
duties,  or  (B)  the willful engaging by you in conduct which is
demonstrably  and materially injurious to the Company, monetarily
or  otherwise.    For  purposes  of  this  Subsection, no act, or
failure  to  act,  on  your part shall be deemed "willful" unless
done, or omitted to be done, by you not in good faith and without
reasonable  belief  that  your action or omission was in the best
interest  of  the  Company.    Notwithstanding the foregoing, you
shall  not be deemed to have been terminated for Cause unless and
until  there  shall  have  been  delivered  to  you  a  copy of a
resolution  duly adopted by the affirmative vote of not less than
three-quarters  (3/4)  of the entire membership of the Board at a
meeting  of  the  Board  called  and held for such purpose (after
reasonable  notice  to  you  and an opportunity for you, together

                                39<PAGE>




with your counsel, to be heard before the Board), finding that in
the  good  faith  opinion of the Board you were guilty of conduct
set forth above in this Subsection and specifying the particulars
thereof in detail.

          (iii)    Good Reason.  "Good Reason" for termination by
you  of  your  employment shall mean the occurrence (without your
express  written  consent)  after  any  change  in control of the
Company, or prior to a change in control of the Company under the
circumstances  described  in  the  second  sentence  of Section 3
hereof  (treating  all  references  in paragraphs (A) through (H)
below  to a "change in control of the Company" as references to a
"potential  change in control of the Company"), of any one of the
following acts by the Company, or failures by the Company to act:

          (A)  the  assignment  to you of any duties inconsistent
     (except  in  the nature of a promotion) with the position in
     the Company that you held immediately prior to the change in
     control  of  the Company or a substantial adverse alteration
     in the nature or status of your position or responsibilities
     or  the  conditions  of your employment from those in effect
     immediately prior to the change in control of the Company;

          (B)  a  reduction  by  the  Company in your annual base
     salary as in effect on the date hereof or as the same may be
     increased from time to time;

          (C)  the  Company's requiring you to be based more than
     twenty-five  (25)  miles from the Company's offices at which
     you  were principally employed immediately prior to the date
     of  the change in control of the Company except for required
     travel  on the Company's business to an extent substantially
     consistent with your present business travel obligations;

          (D)  the  failure  by  the  Company  to  pay to you any
     portion  of  your current compensation or compensation under
     any  deferred  compensation  program  of the Company, within
     seven (7) days of the date such compensation is due;

          (E)  the  failure  by the Company to continue in effect
     any  material  compensation  or  benefit  plan  in which you
     participate  immediately  prior  to the change in control of
     the  Company unless an equitable arrangement (embodied in an
     ongoing  substitute  or alternative plan) has been made with
     respect  to  such  plan,  or  the  failure by the Company to
     continue  your  participation therein (or in such substitute
     or   alternative  plan)  on  a  basis  not  materially  less
     favorable,  both in terms of the amount of benefits provided
     and  the  level  of  your  participation  relative  to other
     participants,  than  existed  at  the  time of the change in
     control;

          (F)  the  failure by the Company to continue to provide
     you  with benefits substantially similar to those enjoyed by
     you  under  any  of  the  Company's pension, life insurance,
     medical,  health  and accident, or disability plans in which

                                40<PAGE>




     you  were participating at the time of the change in control
     of  the  Company,  the  taking  of any action by the Company
     which  would directly or indirectly materially reduce any of
     such  benefits or deprive you of any material fringe benefit
     enjoyed  by  you at the time of the change in control of the
     Company,  or  the failure by the Company to provide you with
     the  number  of paid vacation days to which you are entitled
     on  the  basis  of your years of service with the Company in
     accordance  with  the  Company's  normal  vacation policy in
     effect at the time of the change in control of the Company;

          (G)  t h e    f ailure  of  the  Company  to  obtain  a
     satisfactory  agreement  from  any  successor  to assume and
     agree  to perform this Agreement, as contemplated in Section
     6 hereof; or

          (H)  any purported termination of your employment which
     is   not  effected  pursuant  to  a  Notice  of  Termination
     satisfying  the  requirements of Subsection (iv) below (and,
     if  applicable,  the requirements of Subsection (ii) above),
     which  purported  termination  shall  not  be  effective for
     purposes of this Agreement.

Your   right  to  terminate  your  employment  pursuant  to  this
Subsection  shall  not  be  affected  by  your  incapacity due to
physical  or mental illness.  Your continued employment shall not
constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason hereunder.

          (iv) Notice  of Termination.  Any purported termination
of your employment by the Company or by you shall be communicated
by  written  Notice  of  Termination to the other party hereto in
accordance   with  Section  7  hereof.    For  purposes  of  this
Agreement,  a  "Notice  of Termination" shall mean a notice which
shall   indicate  the  specific  termination  provision  in  this
Agreement  relied  upon  and shall set forth in reasonable detail
the  facts  and  circumstances  claimed  to  provide  a basis for
termination of your employment under the provision so indicated.

          (v)  Date  of  Termination, Etc.  "Date of Termination"
shall  mean  (A) if your employment is terminated for Disability,
thirty  (30)  days after Notice of Termination is given (provided
that  you shall not have returned to the full-time performance of
your  duties during such thirty (30) day period), and (B) if your
employment  is  terminated  pursuant  to Subsection (ii) or (iii)
above  or  for any other reason (other than Disability), the date
specified  in  the Notice of Termination (which, in the case of a
termination  pursuant  to Subsection (ii) above shall not be less
than  thirty (30) days, and in the case of a termination pursuant
to Subsection (iii) above shall not be less than fifteen (15) nor
more  than  sixty  (60)  days,  respectively,  from the date such
Notice  of Termination is given); provided that if within fifteen
(15) days after any Notice of Termination is given, or, if later,
prior to the Date of Termination (as determined without regard to
this  proviso),  the  party  receiving such Notice of Termination
notifies  the  other  party  that a dispute exists concerning the

                                41<PAGE>




termination,  the  Date of Termination shall be the date on which
the  dispute  is  finally  determined,  either  by mutual written
agreement  of  the parties or by a binding arbitration award; and
provided  further  that the Date of Termination shall be extended
by a notice of dispute only if such notice is given in good faith
and  the  party giving such notice pursues the resolution of such
dispute  with reasonable diligence.  Notwithstanding the pendency
of  any  such  dispute, the Company will continue to pay you your
full  compensation  in  effect when the notice giving rise to the
dispute  was  given  (including, but not limited to, base salary)
and  continue  you  as a participant in all compensation, benefit
and  insurance  plans  in  which  you were participating when the
notice giving rise to the dispute was given, until the dispute is
finally  resolved  in  accordance  with this Subsection.  Amounts
paid  under  this Subsection are in addition to all other amounts
due  under  this  Agreement  and  shall  not be offset against or
reduce any other amounts due under this Agreement.

     17.  Compensation  Upon  Termination  or  During Disability.
Following  a  change  in  control  of  the Company, as defined by
Subsection  2(i),  or prior to a change in control of the Company
under  the  circumstances  described  in  the  second sentence of
Section 3 hereof, upon termination of your employment or during a
period  of  disability  you  shall  be  entitled to the following
benefits:

          (i)  During  any  period  that you fail to perform your
full-time  duties  with the Company as a result of incapacity due
to physical or mental illness, you shall continue to receive your
base salary at the rate in effect at the commencement of any such
period,  together  with all compensation payable to you under the
Company's disability plan or program or other similar plan during
such  period,  until  this  Agreement  is  terminated pursuant to
Section 3(i) hereof.  Thereafter, or in the event your employment
shall  be terminated by reason of your death, your benefits shall
be determined under the Company's retirement, insurance and other
compensation programs then in effect in accordance with the terms
of such programs.

          (ii) If  your  employment  shall  be  terminated by the
Company  for  Cause  or  by  you  other than for Good Reason, the
Company  shall  pay you your full base salary through the Date of
Termination  at  the  rate  in  effect  at  the  time  Notice  of
Termination  is  given,  plus  all other amounts to which you are
entitled  under  any compensation plan of the Company at the time
such  payments  are  due,  and  the Company shall have no further
obligations to you under this Agreement.

          (iii)   If your employment by the Company terminates in
a manner entitling you to benefits under this Section pursuant to
Section  3  hereof,  then  you  shall be entitled to the benefits
provided below:

          (A)  the  Company  shall  pay you your full base salary
     through the Date of Termination at the rate in effect at the
     time  Notice of Termination is given, plus all other amounts

                                42<PAGE>




     to which you are entitled under any compensation plan of the
     Company,  at  the  time  such  payments  are  due, except as
     otherwise provided below;

          (B)  in  lieu of any further salary payments to you for
     periods  subsequent  to the Date of Termination, the Company
     shall  pay  as  severance  pay  to  you a lump sum severance
     payment  (together  with the payments provided in paragraphs
     (D),  (E)  and (F) below, the "Severance Payments") equal to
     two  (2) times the sum of (1) the greater of (a) your annual
     rate  of base salary in effect on the Date of Termination or
     (b)  your  annual  rate of base salary in effect immediately
     prior  to  the  change in control of the Company and (2) the
     greatest  of  (a) the average of the last two annual bonuses
     (annualized  in the case of any bonus paid with respect to a
     partial year) paid to you preceding the Date of Termination,
     (b)  the  average of the last two annual bonuses (annualized
     in  the  case  of  any  bonus paid with respect to a partial
     year)  paid to you preceding such change in control, (c) the
     most  recent  annual  bonus  (annualized  in the case of any
     bonus  paid  with  respect  to  a  partial year) paid to you
     preceding  the  Date  of Termination, or (d) the most recent
     annual  bonus (annualized in the case of any bonus paid with
     respect to a partial year) paid to you preceding such change
     in control;

          (C)  the Company shall also pay to you, within five (5)
     days after any such fees or expenses are incurred, all legal
     fees  and  expenses  incurred  by  you  as a result of or in
     connection  with  such  termination, including all such fees
     and  expenses,  if  any, incurred in contesting or disputing
     any  such termination or in seeking to obtain or enforce any
     right  or benefit provided by this Agreement (other than any
     such  fees  or expenses incurred in connection with any such
     claim which is determined by arbitration, in accordance with
     Section  11  of  this  Agreement,  to  be  frivolous)  or in
     connection  with  any  tax audit or proceeding to the extent
     attributable  to the application of section 4999 of the Code
     to any payment or benefit provided hereunder;

          (D)  for  a  twenty-four  (24)  month period after such
     termination,  the  Company shall arrange to provide you with
     life,  disability,  accident  and  health insurance benefits
     substantially  similar  to  those  which  you  are receiving
     immediately  prior  to  the Notice of Termination.  Benefits
     otherwise  receivable  by  you  pursuant  to this Subsection
     4(iii)(D) shall be reduced to the extent comparable benefits
     are  actually  received  by  you  from a subsequent employer
     during  the  twenty-four  (24)  month  period following your
     termination,  and any such benefits actually received by you
     shall be reported to the Company;

          (E)  in  addition  to  the retirement benefits to which
     you are entitled under the Retirement Plan, any supplemental
     retirement  or excess benefit plan maintained by the Company
     or  any  of  its subsidiaries or any successor plans thereto

                                43<PAGE>




     (hereinafter   collectively  referred  to  as  the  "Pension
     Plans"),  the Company shall pay you in cash a lump sum equal
     to  the  excess  of  (a)  the  actuarial  equivalent  of the
     retirement pension (taking into account any early retirement
     subsidies  associated therewith and determined as a straight
     life  annuity  commencing  at  age  sixty-five  (65)  or any
     earlier  date,  but  in  no  event  earlier  than  the third
     anniversary  of  the  Date of Termination, whichever annuity
     the  actuarial  equivalent  of  which is greatest) which you
     would  have  accrued  under  the  terms of the Pension Plans
     (without  regard  to  the  limitations  imposed  by  Section
     401(a)(17)  of the Internal Revenue Code of 1986, as amended
     (the  "Code"),  or  any  amendment to the Pension Plans made
     subsequent  to  a change in control of the Company and on or
     prior  to the Date of Termination, which amendment adversely
     affects in any manner the computation of retirement benefits
     t h ereunder),  determined  as  if  you  were  fully  vested
     thereunder  and  had continued to be employed by the Company
     (after   the  Date  of  Termination)  for  twenty-four  (24)
     additional  months and as if you had accumulated twenty-four
     (24)  additional  months  of  compensation  (for purposes of
     determining  your  pension  benefits thereunder), each in an
     amount  equal  to  the  sum  of the amounts determined under
     clauses (1) and (2) of Section 4(iii)(B) hereof over (b) the
     actuarial   equivalent  of  the  vested  retirement  pension
     ( t a king  into  account  any  early  retirement  subsidies
     associated  therewith  and  determined  as  a  straight life
     annuity  commencing  at  age  sixty-five (65) or any earlier
     date,  but in no event earlier than the Date of Termination,
     whichever  annuity  the  actuarial  equivalent  of  which is
     greatest)  which  you  had  then  accrued  pursuant  to  the
     provisions  of  the  Pension  Plans.    For purposes of this
     Subsection, "actuarial equivalent" shall be determined using
     the  same  actuarial assumptions utilized in determining the
     amount  of  alternate forms of benefits under the Retirement
     Plan  immediately  prior  to  the  change  in control of the
     Company; and

          (F)  should  you move your residence in order to pursue
     other business opportunities within one (1) year of the Date
     of  Termination,  the  Company will pay you, within five (5)
     days  after  any such expenses are incurred, an amount equal
     to  the  expenses  incurred  by  you in connection with such
     relocation (including expenses incurred in selling your home
     to  the  extent such expenses were customarily reimbursed by
     the Company to transferred executives prior to the change in
     control  of  the  Company)  and  which are not reimbursed by
     another employer.

          (iv) Except   as  otherwise  specifically  provided  in
paragraph  (C)  and  (F)  thereof,  the  payments provided for in
Subsection  (iii)  shall  be  made  not  later than the fifth day
following the Date of Termination; provided, however, that if the
amounts  of  such  payments  cannot  be  finally determined on or
before  such  day,  the  Company  shall pay to you on such day an
estimate,  as  determined  in  good  faith by the Company, of the

                                44<PAGE>




minimum  amount  of  such payments and shall pay the remainder of
such  payments  (together  with  interest at the rate provided in
section  1274(b)(2)(B) of the Code) as soon as the amount thereof
can  be  determined  but in no event later than the thirtieth day
after  the  Date of Termination.  In the event that the amount of
the estimated payments exceeds the amount subsequently determined
to  have  been  due,  such  excess shall constitute a loan by the
Company  to you payable on the fifth day after demand therefor by
the  Company  (together  with  interest  at  the rate provided in
section 1274(b)(2)(B) of the Code).

          (v)    You shall not be required to mitigate the amount
of  any  payment  provided for in this Section 4 by seeking other
employment  or otherwise, nor, except as specifically provided in
Sections  4  (iii)(D)  and  (F)  above,  shall  the amount of any
payment  or  benefit provided for in this Section 4 be reduced by
any  compensation  earned  by  you as the result of employment by
another  employer,  by retirement benefits, by offset against any
amount claimed to be owed by you to the Company, or otherwise.

     18.  Limit on Severance Payments.  In the event that (i) any
payment  or  benefit  received  or  to  be  received  by  you  in
connection  with  a  change  in  control  of  the  Company or the
termination  of your employment (whether pursuant to the terms of
this  Agreement  or any other plan, arrangement or agreement with
the  Company,  any  person  whose  actions  result in a change in
control or any person affiliated with the Company or such person)
(collectively  with  the  Severance  Payments,  "Total Payments")
would not be deductible (in whole or part) as a result of section
280G  of  the  Code  by the Company, an affiliate or other person
making  such  payment  or providing such benefit and (ii) the net
amount  retained  by  you, after paying the excise tax imposed by
section  4999 of the Code and any federal, state and local income
and  employment taxes on the Total Payments, would not exceed the
net  amount  that  would  have  been  retained  by  you after the
reduction  of  the  Severance Payments as set forth below and the
payment  of  any  federal,  state and local income and employment
taxes on the Total Payments as so reduced, the Severance Payments
shall  be  reduced  until no portion of the Total Payments is not
deductible,  or  the Severance Payments are reduced to zero.  For
purposes  of this limitation (a) no portion of the Total Payments
the  receipt  or  enjoyment  of  which you shall have effectively
waived  in  writing prior to the date of payment of the Severance
Payments shall be taken into account, (b) no portion of the Total
Payments  shall be taken into account which in the opinion of tax
counsel  selected  by  the  Company's  independent  auditors  and
acceptable  to  you  does  not  constitute  a "parachute payment"
within  the  meaning  of  section 280G(b)(2) of the Code, (c) the
Severance  Payments shall be reduced only to the extent necessary
so  that  the  Total  Payments  (other  than those referred to in
clauses  (a)  or  (b))  in  their  entirety constitute reasonable
compensation for services actually rendered within the meaning of
section  280G(b)(4)  of  the Code or are otherwise not subject to
disallowance  as  deductions,  in  the opinion of the tax counsel
referred  to  in  clause  (b);  and (d) the value of any non-cash
benefit  or any deferred payment or benefit included in the Total

                                45<PAGE>




Payments   shall  be  determined  by  the  Company's  independent
auditors in accordance with the principles of sections 280G(d)(3)
and  (4)  of  the Code.    For purposes of determining the income
taxes  on  the Total Payments, you shall be deemed to pay federal
income  tax  at  the  highest  marginal  rate  of  federal income
taxation  in the calendar year in which the Total Payments are to
be  made  and  local income taxes at the highest marginal rate of
taxation  in the state and locality of your residence on the Date
of  Termination,  net  of the maximum reduction in federal income
taxes  which  could  be obtained from deduction of such state and
local taxes.

     19.  Successors;  Binding  Agreement.  (i)  The Company will
require  any  successor (whether direct or indirect, by purchase,
merger,  consolidation  or otherwise) to all or substantially all
of  the business and/or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the
same  extent  that the Company would be required to perform it if
no  such  succession  had taken place.  Failure of the Company to
obtain  such  assumption and agreement prior to the effectiveness
of  any  such  succession shall be a breach of this Agreement and
shall  entitle  you  to compensation from the Company in the same
amount  and  on  the  same  terms  as  you  would  be entitled to
hereunder  if  you  terminate  your  employment  for  Good Reason
following  a  change  in  control of the Company, except that for
purposes  of  implementing  the  foregoing, the date on which any
such  succession  becomes  effective  shall be deemed the Date of
Termination.  As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business
and/or  assets  as  aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.

          (ii)   This Agreement shall inure to the benefit of and
be   enforceable  by  your  personal  or  legal  representatives,
e x ecutors,  administrators,  successors,  heirs,  distributees,
devisees  and legatees.  If you should die while any amount would
still  be  payable to you hereunder if you had continued to live,
all such amounts, unless otherwise provided herein, shall be paid
in  accordance  with the terms of this Agreement to your devisee,
legatee  or  other  designee or, if there is no such designee, to
your estate.

     20.  Notice.  For the purpose of this Agreement, notices and
all  other  communications provided for in the Agreement shall be
in  writing  and  shall  be  deemed  to have been duly given when
delivered  or  mailed  by  United  States registered mail, return
receipt  requested,  postage prepaid, addressed to the respective
addresses set forth on the first page of this Agreement, provided
that  all  notices  to  the  Company  shall  be  directed  to the
attention  of  the  Board  with  a  copy  to the Secretary of the
Company,  or  to  such  other  address  as  either party may have
furnished  to the other in writing in accordance herewith, except
that  notices  of  change of address shall be effective only upon
receipt.



                                46<PAGE>




     21.  Miscellaneous.    No provision of this Agreement may be
modified,  waived  or discharged unless such waiver, modification
or  discharge  is agreed to in writing and signed by you and such
officer  as  may  be  specifically  designated  by the Board.  No
waiver  by  either  party hereto at any time of any breach by the
other  party  hereto  of,  or  compliance  with, any condition or
provision  of  this Agreement to be performed by such other party
shall  be  deemed a waiver of similar or dissimilar provisions or
conditions  at  the  same or at any prior or subsequent time.  No
agreements  or  representations,  oral  or  otherwise, express or
implied, with respect to the subject matter hereof have been made
by  either  party  which  are  not  expressly  set  forth in this
Agreement.     The  validity,  interpretation,  construction  and
performance  of  this  Agreement shall be governed by the laws of
the  State  of Florida, without giving effect to the conflicts of
law  principles  thereof.    All  references  to  sections of the
Exchange  Act  or  the  Code shall be deemed also to refer to any
successor provisions to such sections.  Any payments provided for
hereunder  shall  be  paid  net  of  any  applicable  withholding
required  under  federal, state or local law.  The obligations of
the  Company  under Section 4 shall survive the expiration of the
term of this Agreement.

     22.  Validity.    The  invalidity or unenforceability or any
provision  of  this  Agreement  shall  not affect the validity or
enforceability  of  any  other provision of this Agreement, which
shall remain in full force and effect.

     23.  Counterparts.    This  Agreement  may  be  executed  in
several  counterparts,  each  of  which  shall be deemed to be an
original  but  all  of which together will constitute one and the
same instrument.

     24.  Arbitration.   Any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively
by  arbitration  conducted before a panel of three arbitrators in
the State of Florida in accordance with the rules of the American
Arbitration  Association then in effect.  Judgment may be entered
on  the  arbitrator's  award  in  any  court having jurisdiction;
provided,  however,  that  you shall be entitled to seek specific
performance   of  your  right  to  be  paid  until  the  Date  of
Termination  during  the  pendency  of any dispute or controversy
arising under or in connection with this Agreement.

     25.  Entire Agreement.  This Agreement sets forth the entire
agreement  of the parties hereto in respect of the subject matter
contained  herein and during the term of the Agreement supersedes
the  provisions  of  all  prior  agreements, promises, covenants,
arrangements,   communications,  representations  or  warranties,
w h e t h er  oral  or  written,  by  any  officer,  employee  or
representative  of  any  party hereto with respect to the subject
matter hereof.

     26.  Effective  Date;  Pooling.  This Agreement shall become
effective  as of the date set forth above.  In the event that the
Company  is  party  to an agreement with respect to a transaction

                                47<PAGE>




that is intended to qualify for "pooling of interests" accounting
t r eatment,  then  (A)  this  Agreement  shall,  to  the  extent
practicable,  be  interpreted  so  as  to  permit such accounting
treatment,  and  (B) to the extent that the application of clause
(A) of this Section 13 does not preserve the availability of such
accounting  treatment, then the Company shall have the unilateral
right  to  amend this Agreement to the extent necessary to enable
the  Company  s  accountants  to  issue  a "pooling" opinion with
respect  to  such  transaction,  and  any such amendment shall be
effective as of the date hereof. 

     If  this  letter  sets  forth  our  agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed
copy  of  this letter which will then constitute our agreement on
this subject.
                                   Sincerely,
                                   TECO Energy, Inc.



                              By_________________________________
                                   Name:     Girard F. Anderson
                                   Title:    CEO  and Chairman of
                                             the Board

Agreed to this _______ day
of __________________, 1998.



______________________________


























                                48<PAGE>



                                      PRIVILEGED AND CONFIDENTIAL


                                   July 15, 1998

__________________
__________________
__________________


Dear _____________:

     TECO  Energy, Inc. (the "Company") considers it essential to
the  best  interests of its stockholders to foster the continuous
employment  of key management personnel.  In this connection, the
Board  of Directors of the Company (the "Board") recognizes that,
as  is  the  case  with  many  publicly  held  corporations,  the
possibility  of  a  change  in  control  may  exist and that such
possibility, and the uncertainty and questions which it may raise
among  management,  may result in the departure or distraction of
key  management personnel to the detriment of the Company and its
stockholders.

     The  Board  has  determined that appropriate steps should be
taken  to  reinforce  and  encourage  the continued attention and
dedication  of  members  of  the  Company's management, including
yourself,  to  their  assigned  duties without distraction in the
face  of  potentially  disturbing  circumstances arising from the
possibility of a change in control of the Company.

     In  order  to  induce  you  to  remain  in the employ of the
Company  and  in  consideration  of  your  agreement set forth in
Subsection  2(iii)  hereof,  the  Company  agrees  that you shall
receive the severance benefits set forth in this letter agreement
(the  "Agreement")  in the event your employment with the Company
is  terminated subsequent to a "change in control of the Company"
(as  defined  in  Section  2(i)  hereof)  (or  is  deemed  to  be
terminated  subsequent  to  a change in control of the Company in
accordance  with  the  second sentence of Section 3 hereof) under
the  circumstances  described  below.   This Agreement amends and
restates the letter agreement dated July 19, 1994 between you and
the Company.

     1.   Term  of  Agreement.    Subject  to  the  provisions of
Section  13  hereof,  this  Agreement  shall commence on the date
hereof  and  shall  continue  in  effect  through  June 30, 2000;
provided,  however, that commencing on July 1, 1999 and each July
1  thereafter,  the term of this Agreement shall automatically be
extended  for one additional year unless, not later than March 31
of  such  year,  the Company shall have given notice that it does
not  wish  to extend this Agreement (provided that no such notice
may be given during the pendency of or within two years following
a  potential  change  in  control  of  the Company, as defined in
Section  2(ii) hereof); provided, further, if a change in control
of  the  Company  shall  have  occurred  during  the  original or
extended term of this Agreement, this Agreement shall continue in


                                49<PAGE>





effect  for  a period of twenty-four (24) months beyond the month
in which such change in control occurred. 

     2.   Change  in  Control;  Potential Change in Control.  (i)
Except as provided in the second sentence of Section 3 hereof, no
benefits  shall be payable hereunder unless there shall have been
a  change  in  control  of  the Company, as set forth below.  For
purposes  of this Agreement, a "change in control of the Company"
shall mean a change in control of a nature that would be required
to  be  reported  in  response  to  Item  6(e) of Schedule 14A of
Regulation  14A  promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), whether or not the Company
is  in fact required to comply therewith; provided, that, without
limitation,  such  a  change  in  control shall be deemed to have
occurred if:

          (A)  any  "person"  (as  such  term is used in Sections
     13(d)  and  14(d)  of  the  Exchange  Act),  other  than the
     Company,  any  trustee or other fiduciary holding securities
     under   an  employee  benefit  plan  of  the  Company  or  a
     c o r p o ration  owned,  directly  or  indirectly,  by  the
     stockholders  of  the  Company  in  substantially  the  same
     proportions as their ownership of stock of the Company is or
     becomes  the  "beneficial  owner"  (as defined in Rule 13d-3
     u n der  the  Exchange  Act),  directly  or  indirectly,  of
     securities  of  the  Company representing 30% or more of the
     combined  voting  power  of  the  Company's then outstanding
     securities;

          (B)  during  any period of twenty-four (24) consecutive
     months  (not  including any period prior to the date of this
     Agreement),  individuals who at the beginning of such period
     constitute  the  Board  and  any  new director (other than a
     director  designated  by  a  person  who has entered into an
     agreement with the Company to effect a transaction described
     in  paragraphs  (A),  (C) or (D) of this Section 2(i)) whose
     election  by  the  Board  or  nomination for election by the
     stockholders  of  the  Company  was approved by a vote of at
     least two-thirds (2/3) of the directors then still in office
     who either were directors at the beginning of such period or
     whose  election or nomination for election was previously so
     approved,  cease  for  any  reason  to constitute a majority
     thereof; or

          (C)  there  is consummated a merger or consolidation of
     the  Company  or  any  direct  or indirect subsidiary of the
     Company  with any other corporation, other than (i) a merger
     or  consolidation  resulting in the voting securities of the
     Company  outstanding immediately prior thereto continuing to
     represent  (either  by  remaining  outstanding  or  by being
     converted into voting securities of the surviving entity) at
     least  65%  of the combined voting securities of the Company
     or  such  surviving entity or any parent thereof outstanding
     immediately  after  such  merger  or consolidation or (ii) a
     merger    or   consolidation   effected   to   implement   a

                                50<PAGE>





     recapitalization  of the Company (or similar transaction) in
     which  no  "person" (as hereinabove defined) acquires 30% or
     more  of  the  combined  voting  power of the Company's then
     outstanding securities; or

          (D)  the  stockholders of the Company approve a plan of
     complete  liquidation of the Company or there is consummated
     t h e   sale  or  disposition  by  the  Company  of  all  or
     substantially all of the Company's assets.

          (ii) For  purposes  of  this  Agreement,  a  "potential
change  in  control  of  the  Company"  shall  be  deemed to have
occurred if:

          (A)  t h e   Company  enters  into  an  agreement,  the
     consummation  of  which  would result in the occurrence of a
     change in control of the Company;

          (B)  any person (as hereinabove defined), including the
     Company, publicly announces an intention to take or consider
     taking  actions  which  if  consummated  would  constitute a
     change in control of the Company;

          (C)  any  person  (as  hereinabove defined), other than
     t h e  Company,  any  trustee  or  other  fiduciary  holding
     securities  under an employee benefit plan of the Company or
     a    corporation  owned,  directly  or  indirectly,  by  the
     stockholders  of  the  Company  in  substantially  the  same
     proportions  as  their ownership of stock of the Company (a)
     is  or  becomes the beneficial owner, (b) discloses directly
     or indirectly to the Company or publicly a plan or intention
     to  become the beneficial owner, or (c) makes a filing under
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended, with respect to securities to become the beneficial
     owner,  directly  or  indirectly, of securities representing
     9.9% or more of the combined voting power of the outstanding
     voting securities of the Company; or

          (D)  the  Board adopts a resolution to the effect that,
     for  purposes  of  this  Agreement,  a  potential  change in
     control of the Company has occurred.

          (iii)    You  agree  that,  subject  to  the  terms and
conditions  of this Agreement, in the event of a potential change
in  control  of the Company, you will remain in the employ of the
Company  until  the  earliest of (a) a date which is one (1) year
from  the  occurrence  of such potential change in control of the
Company,  (b) the termination by you of your employment after you
attain  "normal  retirement age" under the provisions of the TECO
Energy  Group  Retirement  Plan  or  any successor thereto (the "
Retirement  Plan")  or  by  reason  of  Disability  as defined in
Section  3(i),  or  (c) the date of the occurrence of a change in
control of the Company.



                                51<PAGE>





     3.   Termination  Following  Change  in  Control.    If your
employment  is  terminated  following  a change in control of the
Company  and  during  the  term  of this Agreement (as determined
under Section 1 hereof), other than (A) by the Company for Cause,
(B)  by reason of death or Disability, or (C) by you without Good
Reason,  then  the Company shall pay you the amounts, and provide
you  the  benefits,  described  in  Section  4(iii)  hereof.  For
purposes  of  this  Agreement, your employment shall be deemed to
have been terminated following a change in control of the Company
by  the  Company without Cause or by you with Good Reason, if (i)
your  employment is terminated by the Company without Cause prior
to  a  change  in  control  of the Company (whether or not such a
change  in  control  ever occurs) and such termination was at the
request  or  direction of a "person" (as hereinabove defined) who
has  entered  into an agreement with the Company the consummation
of  which  would  constitute  a change in control of the Company,
(ii)  you  terminate  your  employment for Good Reason prior to a
change in control of the Company (whether or not such a change in
control   ever  occurs)  and  the  circumstance  or  event  which
constitutes  Good  Reason  occurs  at the request or direction of
such  person,  or  (iii)  your  employment  is  terminated by the
Company  without  Cause  or  by  you  for  Good  Reason  and such
termination  or  the circumstance or event which constitutes Good
Reason  is  otherwise  in connection with or in anticipation of a
change in control of the Company (whether or not such a change in
control ever occurs).

          (i)  Disability.    If,  as a result of your incapacity
due  to  physical  or  mental illness, you shall have been absent
from  the  full-time  performance of your duties with the Company
for six (6) consecutive months, and within thirty (30) days after
written  notice  of  termination  is  given  you  shall  not have
returned  to  the  full-time  performance  of  your  duties, your
employment may be terminated for "Disability".

          (ii) Cause.     Termination  by  the  Company  of  your
employment  for  "Cause"  shall  mean  termination  upon  (A) the
willful  and  continued  failure  by you to substantially perform
your  duties  with  the  Company  (other  than  any  such failure
resulting  from your incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a
Notice  of  Termination  by  you  for  Good Reason, as defined in
Subsections  3(iv)  and  3(iii),  respectively)  after  a written
demand  for  substantial  performance  is delivered to you by the
Board,  which  demand specifically identifies the manner in which
the Board believes that you have not substantially performed your
duties,  or  (B)  the willful engaging by you in conduct which is
demonstrably  and materially injurious to the Company, monetarily
or  otherwise.    For  purposes  of  this  Subsection, no act, or
failure  to  act,  on  your part shall be deemed "willful" unless
done, or omitted to be done, by you not in good faith and without
reasonable  belief  that  your action or omission was in the best
interest  of  the  Company.    Notwithstanding the foregoing, you
shall  not be deemed to have been terminated for Cause unless and
until  there  shall  have  been  delivered  to  you  a  copy of a

                                52<PAGE>





resolution  duly adopted by the affirmative vote of not less than
three-quarters  (3/4)  of the entire membership of the Board at a
meeting  of  the  Board  called  and held for such purpose (after
reasonable  notice  to  you  and an opportunity for you, together
with your counsel, to be heard before the Board), finding that in
the  good  faith  opinion of the Board you were guilty of conduct
set forth above in this Subsection and specifying the particulars
thereof in detail.

          (iii)    Good Reason.  "Good Reason" for termination by
you  of  your  employment shall mean the occurrence (without your
express  written  consent)  after  any  change  in control of the
Company, or prior to a change in control of the Company under the
circumstances  described  in  the  second  sentence  of Section 3
hereof  (treating  all  references  in paragraphs (A) through (H)
below  to a "change in control of the Company" as references to a
"potential  change in control of the Company"), of any one of the
following acts by the Company, or failures by the Company to act:

          (A)  the  assignment  to you of any duties inconsistent
     (except  in  the nature of a promotion) with the position in
     the Company that you held immediately prior to the change in
     control  of  the Company or a substantial adverse alteration
     in the nature or status of your position or responsibilities
     or  the  conditions  of your employment from those in effect
     immediately prior to the change in control of the Company;

          (B)  a  reduction  by  the  Company in your annual base
     salary as in effect on the date hereof or as the same may be
     increased from time to time;

          (C)  the  Company's requiring you to be based more than
     twenty-five  (25)  miles from the Company's offices at which
     you  were principally employed immediately prior to the date
     of  the change in control of the Company except for required
     travel  on the Company's business to an extent substantially
     consistent with your present business travel obligations;

          (D)  the  failure  by  the  Company  to  pay to you any
     portion  of  your current compensation or compensation under
     any  deferred  compensation  program  of the Company, within
     seven (7) days of the date such compensation is due;

          (E)  the  failure  by the Company to continue in effect
     any  material  compensation  or  benefit  plan  in which you
     participate  immediately  prior  to the change in control of
     the  Company unless an equitable arrangement (embodied in an
     ongoing  substitute  or alternative plan) has been made with
     respect  to  such  plan,  or  the  failure by the Company to
     continue  your  participation therein (or in such substitute
     or   alternative  plan)  on  a  basis  not  materially  less
     favorable,  both in terms of the amount of benefits provided
     and  the  level  of  your  participation  relative  to other
     participants,  than  existed  at  the  time of the change in
     control;

                                53<PAGE>





          (F)  the  failure by the Company to continue to provide
     you  with benefits substantially similar to those enjoyed by
     you  under  any  of  the  Company's pension, life insurance,
     medical,  health  and accident, or disability plans in which
     you  were participating at the time of the change in control
     of  the  Company,  the  taking  of any action by the Company
     which  would directly or indirectly materially reduce any of
     such  benefits or deprive you of any material fringe benefit
     enjoyed  by  you at the time of the change in control of the
     Company,  or  the failure by the Company to provide you with
     the  number  of paid vacation days to which you are entitled
     on  the  basis  of your years of service with the Company in
     accordance  with  the  Company's  normal  vacation policy in
     effect at the time of the change in control of the Company;

          (G)  t h e    f ailure  of  the  Company  to  obtain  a
     satisfactory  agreement  from  any  successor  to assume and
     agree  to perform this Agreement, as contemplated in Section
     6 hereof; or

          (H)  any purported termination of your employment which
     is   not  effected  pursuant  to  a  Notice  of  Termination
     satisfying  the  requirements of Subsection (iv) below (and,
     if  applicable,  the requirements of Subsection (ii) above),
     which  purported  termination  shall  not  be  effective for
     purposes of this Agreement.

Your   right  to  terminate  your  employment  pursuant  to  this
Subsection  shall  not  be  affected  by  your  incapacity due to
physical  or mental illness.  Your continued employment shall not
constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason hereunder.

          (iv) Notice  of Termination.  Any purported termination
of your employment by the Company or by you shall be communicated
by  written  Notice  of  Termination to the other party hereto in
accordance   with  Section  7  hereof.    For  purposes  of  this
Agreement,  a  "Notice  of Termination" shall mean a notice which
shall   indicate  the  specific  termination  provision  in  this
Agreement  relied  upon  and shall set forth in reasonable detail
the  facts  and  circumstances  claimed  to  provide  a basis for
termination of your employment under the provision so indicated.

          (v)  Date  of  Termination, Etc.  "Date of Termination"
shall  mean  (A) if your employment is terminated for Disability,
thirty  (30)  days after Notice of Termination is given (provided
that  you shall not have returned to the full-time performance of
your  duties during such thirty (30) day period), and (B) if your
employment  is  terminated  pursuant  to Subsection (ii) or (iii)
above  or  for any other reason (other than Disability), the date
specified  in  the Notice of Termination (which, in the case of a
termination  pursuant  to Subsection (ii) above shall not be less
than  thirty (30) days, and in the case of a termination pursuant
to Subsection (iii) above shall not be less than fifteen (15) nor
more  than  sixty  (60)  days,  respectively,  from the date such

                                54<PAGE>





Notice  of Termination is given); provided that if within fifteen
(15) days after any Notice of Termination is given, or, if later,
prior to the Date of Termination (as determined without regard to
this  proviso),  the  party  receiving such Notice of Termination
notifies  the  other  party  that a dispute exists concerning the
termination,  the  Date of Termination shall be the date on which
the  dispute  is  finally  determined,  either  by mutual written
agreement  of  the parties or by a binding arbitration award; and
provided  further  that the Date of Termination shall be extended
by a notice of dispute only if such notice is given in good faith
and  the  party giving such notice pursues the resolution of such
dispute  with reasonable diligence.  Notwithstanding the pendency
of  any  such  dispute, the Company will continue to pay you your
full  compensation  in  effect when the notice giving rise to the
dispute  was  given  (including, but not limited to, base salary)
and  continue  you  as a participant in all compensation, benefit
and  insurance  plans  in  which  you were participating when the
notice giving rise to the dispute was given, until the dispute is
finally  resolved  in  accordance  with this Subsection.  Amounts
paid  under  this Subsection are in addition to all other amounts
due  under  this  Agreement  and  shall  not be offset against or
reduce any other amounts due under this Agreement.

     4.   Compensation  Upon  Termination  or  During Disability.
Following  a  change  in  control  of  the Company, as defined by
Subsection  2(i),  or prior to a change in control of the Company
under  the  circumstances  described  in  the  second sentence of
Section 3 hereof, upon termination of your employment or during a
period  of  disability  you  shall  be  entitled to the following
benefits:

          (i)  During  any  period  that you fail to perform your
full-time  duties  with the Company as a result of incapacity due
to physical or mental illness, you shall continue to receive your
base salary at the rate in effect at the commencement of any such
period,  together  with all compensation payable to you under the
Company's disability plan or program or other similar plan during
such  period,  until  this  Agreement  is  terminated pursuant to
Section 3(i) hereof.  Thereafter, or in the event your employment
shall  be terminated by reason of your death, your benefits shall
be determined under the Company's retirement, insurance and other
compensation programs then in effect in accordance with the terms
of such programs.

          (ii) If  your  employment  shall  be  terminated by the
Company  for  Cause  or  by  you  other than for Good Reason, the
Company  shall  pay you your full base salary through the Date of
Termination  at  the  rate  in  effect  at  the  time  Notice  of
Termination  is  given,  plus  all other amounts to which you are
entitled  under  any compensation plan of the Company at the time
such  payments  are  due,  and  the Company shall have no further
obligations to you under this Agreement.

          (iii)   If your employment by the Company terminates in
a manner entitling you to benefits under this Section pursuant to

                                55<PAGE>





Section  3  hereof,  then  you  shall be entitled to the benefits
provided below:

          (A)  the  Company  shall  pay you your full base salary
     through the Date of Termination at the rate in effect at the
     time  Notice of Termination is given, plus all other amounts
     to which you are entitled under any compensation plan of the
     Company,  at  the  time  such  payments  are  due, except as
     otherwise provided below;

          (B)  in  lieu of any further salary payments to you for
     periods  subsequent  to the Date of Termination, the Company
     shall  pay  as  severance  pay  to  you a lump sum severance
     payment  (together  with the payments provided in paragraphs
     (D),  (E)  and (F) below, the "Severance Payments") equal to
     two  (2) times the sum of (1) the greater of (a) your annual
     rate  of base salary in effect on the Date of Termination or
     (b)  your  annual  rate of base salary in effect immediately
     prior  to  the  change in control of the Company and (2) the
     greatest  of  (a) the average of the last two annual bonuses
     (annualized  in the case of any bonus paid with respect to a
     partial year) paid to you preceding the Date of Termination,
     (b)  the  average of the last two annual bonuses (annualized
     in  the  case  of  any  bonus paid with respect to a partial
     year)  paid to you preceding such change in control, (c) the
     most  recent  annual  bonus  (annualized  in the case of any
     bonus  paid  with  respect  to  a  partial year) paid to you
     preceding  the  Date  of Termination, or (d) the most recent
     annual  bonus (annualized in the case of any bonus paid with
     respect to a partial year) paid to you preceding such change
     in control;

          (C)  the Company shall also pay to you, within five (5)
     days after any such fees or expenses are incurred, all legal
     fees  and  expenses  incurred  by  you  as a result of or in
     connection  with  such  termination, including all such fees
     and  expenses,  if  any, incurred in contesting or disputing
     any  such termination or in seeking to obtain or enforce any
     right  or benefit provided by this Agreement (other than any
     such  fees  or expenses incurred in connection with any such
     claim which is determined by arbitration, in accordance with
     Section  11  of  this  Agreement,  to  be  frivolous)  or in
     connection  with  any  tax audit or proceeding to the extent
     attributable  to the application of section 4999 of the Code
     to any payment or benefit provided hereunder;

          (D)  for  a  twenty-four  (24)  month period after such
     termination,  the  Company shall arrange to provide you with
     life,  disability,  accident  and  health insurance benefits
     substantially  similar  to  those  which  you  are receiving
     immediately  prior  to  the Notice of Termination.  Benefits
     otherwise  receivable  by  you  pursuant  to this Subsection
     4(iii)(D) shall be reduced to the extent comparable benefits
     are  actually  received  by  you  from a subsequent employer
     during  the  twenty-four  (24)  month  period following your

                                56<PAGE>





     termination,  and any such benefits actually received by you
     shall be reported to the Company;

          (E)  in  addition  to  the retirement benefits to which
     you are entitled under the Retirement Plan, any supplemental
     retirement  or excess benefit plan maintained by the Company
     or  any  of  its subsidiaries or any successor plans thereto
     (hereinafter   collectively  referred  to  as  the  "Pension
     Plans"),  the Company shall pay you in cash a lump sum equal
     to  the  excess  of  (a)  the  actuarial  equivalent  of the
     retirement pension (taking into account any early retirement
     subsidies  associated therewith and determined as a straight
     life  annuity  commencing  at  age  sixty-five  (65)  or any
     earlier  date,  but  in  no  event  earlier  than  the third
     anniversary  of  the  Date of Termination, whichever annuity
     the  actuarial  equivalent  of  which is greatest) which you
     would  have  accrued  under  the  terms of the Pension Plans
     (without  regard  to  the  limitations  imposed  by  Section
     401(a)(17)  of the Internal Revenue Code of 1986, as amended
     (the  "Code"),  or  any  amendment to the Pension Plans made
     subsequent  to  a change in control of the Company and on or
     prior  to the Date of Termination, which amendment adversely
     affects in any manner the computation of retirement benefits
     t h ereunder),  determined  as  if  you  were  fully  vested
     thereunder  and  had continued to be employed by the Company
     (after   the  Date  of  Termination)  for  twenty-four  (24)
     additional  months and as if you had accumulated twenty-four
     (24)  additional  months  of  compensation  (for purposes of
     determining  your  pension  benefits thereunder), each in an
     amount  equal  to  the  sum  of the amounts determined under
     clauses (1) and (2) of Section 4(iii)(B) hereof over (b) the
     actuarial   equivalent  of  the  vested  retirement  pension
     ( t a king  into  account  any  early  retirement  subsidies
     associated  therewith  and  determined  as  a  straight life
     annuity  commencing  at  age  sixty-five (65) or any earlier
     date,  but in no event earlier than the Date of Termination,
     whichever  annuity  the  actuarial  equivalent  of  which is
     greatest)  which  you  had  then  accrued  pursuant  to  the
     provisions  of  the  Pension  Plans.    For purposes of this
     Subsection, "actuarial equivalent" shall be determined using
     the  same  actuarial assumptions utilized in determining the
     amount  of  alternate forms of benefits under the Retirement
     Plan  immediately  prior  to  the  change  in control of the
     Company; and

          (F)  should  you move your residence in order to pursue
     other business opportunities within one (1) year of the Date
     of  Termination,  the  Company will pay you, within five (5)
     days  after  any such expenses are incurred, an amount equal
     to  the  expenses  incurred  by  you in connection with such
     relocation (including expenses incurred in selling your home
     to  the  extent such expenses were customarily reimbursed by
     the Company to transferred executives prior to the change in
     control  of  the  Company)  and  which are not reimbursed by
     another employer.

                                57<PAGE>





          (iv) Except   as  otherwise  specifically  provided  in
paragraph  (C)  and  (F)  thereof,  the  payments provided for in
Subsection  (iii)  shall  be  made  not  later than the fifth day
following the Date of Termination; provided, however, that if the
amounts  of  such  payments  cannot  be  finally determined on or
before  such  day,  the  Company  shall pay to you on such day an
estimate,  as  determined  in  good  faith by the Company, of the
minimum  amount  of  such payments and shall pay the remainder of
such  payments  (together  with  interest at the rate provided in
section  1274(b)(2)(B) of the Code) as soon as the amount thereof
can  be  determined  but in no event later than the thirtieth day
after  the  Date of Termination.  In the event that the amount of
the estimated payments exceeds the amount subsequently determined
to  have  been  due,  such  excess shall constitute a loan by the
Company  to you payable on the fifth day after demand therefor by
the  Company  (together  with  interest  at  the rate provided in
section 1274(b)(2)(B) of the Code).

          (v)    You shall not be required to mitigate the amount
of  any  payment  provided for in this Section 4 by seeking other
employment  or otherwise, nor, except as specifically provided in
Sections  4  (iii)(D)  and  (F)  above,  shall  the amount of any
payment  or  benefit provided for in this Section 4 be reduced by
any  compensation  earned  by  you as the result of employment by
another  employer,  by retirement benefits, by offset against any
amount claimed to be owed by you to the Company, or otherwise.

     5.   Limit  on  Severance  Payments.   In the event that any
payment  or  benefit  received  or  to  be  received  by  you  in
connection  with  a  change  in  control  of  the  Company or the
termination  of your employment (whether pursuant to the terms of
this  Agreement  or any other plan, arrangement or agreement with
the  Company,  any  person  whose  actions  result in a change in
control or any person affiliated with the Company or such person)
(collectively  with  the  Severance  Payments,  "Total Payments")
would not be deductible (in whole or part) as a result of section
280G  of  the  Code  by the Company, an affiliate or other person
making  such  payment  or  providing  such  benefit the Severance
Payments  shall be reduced until no portion of the Total Payments
is not deductible, or the Severance Payments are reduced to zero.
For  purposes  of  this  limitation  (a)  no portion of the Total
Payments  the  receipt  or  enjoyment  of  which  you  shall have
effectively waived in writing prior to the date of payment of the
Severance Payments shall be taken into account, (b) no portion of
the  Total  Payments  shall  be  taken  into account which in the
opinion  of  tax  counsel  selected  by the Company's independent
auditors  and  acceptable to you does not constitute a "parachute
payment"  within  the  meaning of section 280G(b)(2) of the Code,
(c)  the  Severance  Payments shall be reduced only to the extent
necessary  so  that the Total Payments (other than those referred
to in clauses (a) or (b)) in their entirety constitute reasonable
compensation for services actually rendered within the meaning of
section  280G(b)(4)  of  the Code or are otherwise not subject to
disallowance  as  deductions,  in  the opinion of the tax counsel
referred  to  in  clause  (b);  and (d) the value of any non-cash

                                58<PAGE>





benefit  or any deferred payment or benefit included in the Total
Payments   shall  be  determined  by  the  Company's  independent
auditors in accordance with the principles of sections 280G(d)(3)
and (4) of the Code.

     6.   Successors;  Binding  Agreement.  (i)  The Company will
require  any  successor (whether direct or indirect, by purchase,
merger,  consolidation  or otherwise) to all or substantially all
of  the business and/or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the
same  extent  that the Company would be required to perform it if
no  such  succession  had taken place.  Failure of the Company to
obtain  such  assumption and agreement prior to the effectiveness
of  any  such  succession shall be a breach of this Agreement and
shall  entitle  you  to compensation from the Company in the same
amount  and  on  the  same  terms  as  you  would  be entitled to
hereunder  if  you  terminate  your  employment  for  Good Reason
following  a  change  in  control of the Company, except that for
purposes  of  implementing  the  foregoing, the date on which any
such  succession  becomes  effective  shall be deemed the Date of
Termination.  As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business
and/or  assets  as  aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.

          (ii)   This Agreement shall inure to the benefit of and
be   enforceable  by  your  personal  or  legal  representatives,
e x ecutors,  administrators,  successors,  heirs,  distributees,
devisees  and legatees.  If you should die while any amount would
still  be  payable to you hereunder if you had continued to live,
all such amounts, unless otherwise provided herein, shall be paid
in  accordance  with the terms of this Agreement to your devisee,
legatee  or  other  designee or, if there is no such designee, to
your estate.

     7.   Notice.  For the purpose of this Agreement, notices and
all  other  communications provided for in the Agreement shall be
in  writing  and  shall  be  deemed  to have been duly given when
delivered  or  mailed  by  United  States registered mail, return
receipt  requested,  postage prepaid, addressed to the respective
addresses set forth on the first page of this Agreement, provided
that  all  notices  to  the  Company  shall  be  directed  to the
attention  of  the  Board  with  a  copy  to the Secretary of the
Company,  or  to  such  other  address  as  either party may have
furnished  to the other in writing in accordance herewith, except
that  notices  of  change of address shall be effective only upon
receipt.

     8.   Miscellaneous.    No provision of this Agreement may be
modified,  waived  or discharged unless such waiver, modification
or  discharge  is agreed to in writing and signed by you and such
officer  as  may  be  specifically  designated  by the Board.  No
waiver  by  either  party hereto at any time of any breach by the
other  party  hereto  of,  or  compliance  with, any condition or
provision  of  this Agreement to be performed by such other party

                                59<PAGE>





shall  be  deemed a waiver of similar or dissimilar provisions or
conditions  at  the  same or at any prior or subsequent time.  No
agreements  or  representations,  oral  or  otherwise, express or
implied, with respect to the subject matter hereof have been made
by  either  party  which  are  not  expressly  set  forth in this
Agreement.     The  validity,  interpretation,  construction  and
performance  of  this  Agreement shall be governed by the laws of
the  State  of Florida, without giving effect to the conflicts of
law  principles  thereof.    All  references  to  sections of the
Exchange  Act  or  the  Code shall be deemed also to refer to any
successor provisions to such sections.  Any payments provided for
hereunder  shall  be  paid  net  of  any  applicable  withholding
required  under  federal, state or local law.  The obligations of
the  Company  under Section 4 shall survive the expiration of the
term of this Agreement.

     9.   Validity.    The  invalidity or unenforceability or any
provision  of  this  Agreement  shall  not affect the validity or
enforceability  of  any  other provision of this Agreement, which
shall remain in full force and effect.

     10.  Counterparts.    This  Agreement  may  be  executed  in
several  counterparts,  each  of  which  shall be deemed to be an
original  but  all  of which together will constitute one and the
same instrument.

     11.  Arbitration.   Any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively
by  arbitration  conducted before a panel of three arbitrators in
the State of Florida in accordance with the rules of the American
Arbitration  Association then in effect.  Judgment may be entered
on  the  arbitrator's  award  in  any  court having jurisdiction;
provided,  however,  that  you shall be entitled to seek specific
performance   of  your  right  to  be  paid  until  the  Date  of
Termination  during  the  pendency  of any dispute or controversy
arising under or in connection with this Agreement.

     12.  Entire Agreement.  This Agreement sets forth the entire
agreement  of the parties hereto in respect of the subject matter
contained  herein and during the term of the Agreement supersedes
the  provisions  of  all  prior  agreements, promises, covenants,
arrangements,   communications,  representations  or  warranties,
w h e t h er  oral  or  written,  by  any  officer,  employee  or
representative  of  any  party hereto with respect to the subject
matter hereof.

     13.  Effective  Date;  Pooling.  This Agreement shall become
effective  as of the date set forth above.  In the event that the
Company  is  party  to an agreement with respect to a transaction
that is intended to qualify for "pooling of interests" accounting
t r eatment,  then  (A)  this  Agreement  shall,  to  the  extent
practicable,  be  interpreted  so  as  to  permit such accounting
treatment,  and  (B) to the extent that the application of clause
(A) of this Section 13 does not preserve the availability of such
accounting  treatment, then the Company shall have the unilateral

                                60<PAGE>





right  to  amend this Agreement to the extent necessary to enable
the  Company  s  accountants  to  issue  a "pooling" opinion with
respect  to  such  transaction,  and  any such amendment shall be
effective as of the date hereof. 

     If  this  letter  sets  forth  our  agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed
copy  of  this letter which will then constitute our agreement on
this subject.

                                   Sincerely,
                                   TECO Energy, Inc.



                              By_________________________________
                              Name:      Girard F. Anderson
                              Title:     CEO  and Chairman of the
                                         Board


Agreed to this _______ day
of __________________, 1998.



______________________________





























                                61<PAGE>